authum investment & infrastructure limited annual … · mr. vivek mishra company secretary...

AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED ANNUAL REPORT-2016-2017

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Sr. No. Particulars Page Number

1. Corporate Information 3

2. Notice 5

3. Director’s Report 20

4. Secretarial Audit Report 41

5. Management Discussion and Analysis 45

6. Corporate Governance Report 47

7. General Shareholder Information 53

8. MDs’ Declaration 58

9. CEO/CFO Certification 59

10. Auditor’s Certification on Compliance of Corporate Governance

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11. Auditor’s Report 61

12. Balance Sheet 69

13. Profit & Loss Account 70

14. Cash Flow Statements 71

15. Notes 72


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COMPOSITION OF BOARD & KEY MANAGERIAL PERSONNEL Mr. Navin Kumar Jain Managing Director Mr. Tapan Sodani Independent Director Mrs. Barkha Agarwal Independent Director Mr. Aakash Kumar Surana Company Secretary & Compliance Officer (till 28th

February, 2017) Mr. Vivek Mishra Company Secretary & Compliance Officer (from 01st

March, 2017) PRINCIPAL BANKER The Axis Bank Ltd. AUDITORS Sanghai& Co. Chartered Accountants, “Centre Point”, 21, Hemanta Basu Sarani 2nd Floor, Suite No.201-202, Kolkata- 700 001 REGISTRAR & SHARE TRANSFER AGENTS Maheswari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata- 700 001 Ph. No.:(033) 2248-2248 REGISTERED OFFICE ADDRESS 7, Mangoe Lane, 2ndFloor, Room No.212, Kolkata-700001 Phone No. 033-40068296 Web Address: www.authum.com Email ID: [email protected] CORPORATE IDENTIFICATION NUMBER L51109WB1982PLC035088 STAKEHOLDER RELATIONSHIP COMMITTEE Mr. Tapan Sodani Chairman Mr. Navin Kumar Jain Member Mrs. Barkha Agarwal Member Mr. Vivek Mishra Company Secretary


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AUDIT COMMITTEE Mr. Tapan Sodani Chairman Mr. Navin Kumar Jain Member Mrs. Barkha Agarwal Member Mr. Vivek Mishra Company Secretary NOMINATION & REMUNERATION COMMITTEE Mr. Tapan Sodani Chairman Mr. Navin Kumar Jain Member Mrs. Barkha Agarwal Member Mr. Vivek Mishra Company Secretary LISTING The Calcutta Stock Exchange Limited Bombay Stock Exchange Limited


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AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED Regd. Office: 7, MANGOE LANE, 2ND FLOOR, ROOM NO. 212,

KOLKATA – 700 001 Phone No.: 033-40068296 CIN No.: L51109WB1982PLC035088 Email Id: [email protected] Website:www.authum.com

NOTICE OF 35TH ANNUAL GENERAL MEETING OF THE COMPANY Notice is hereby given that the Thirty Fifth Annual General Meeting of the Members of M/s. Authum Investment and Infrastructure Limited will be held on Monday, 25th September, 2017 at 11.30 A.M. at 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata-700001 to transact following business :- ORDINARY BUSINESS:

1. To receive, consider and adopt the financial statements of the Company for financial year ended 31st March 2017 together with the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Navin Kumar Jain (DIN: 00465888), who retires

by rotation and being eligible, offers himself for re-appointment. 3. To consider, & if thought fit, to pass with or without modification the following

resolution as an Ordinary Resolution:

“RESOLVED THAT, pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s Sanghai & Co., Chartered Accountants (Firm Reg. No. 319079E) be and are hereby appointed as Statutory Auditors of the Company to hold office for a period of 4 years from the conclusion of Thirty Fifth Annual General Meeting till the conclusion of the Thirty Nineth Annual General Meeting, subject to ratification of their appointment by shareholders at every AGM held after the Thirty Fifth Annual General Meeting and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year ending 31st March 2018, as may be agreed upon between the Auditors and the Board of Directors.”

SPECIAL BUSINESS: Item No. 4: To consider, & if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution “RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) and the Companies ( Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the term of Mrs. Barkha Agarwal (DIN:05190461), as a non-executive independent Director of the Company, be and is hereby


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ratified with effect from 30th September 2015 and she shall hold office as an independent director for a period of five years till 30th September 2020.” Item No. 5: To consider, & if thought fit, to pass with or without modification the following resolution as an Special Resolution “RESOLVED THAT, pursuant to the provisions of Section 196, 197, 203 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification thereto from time to time or any re-enactment thereof for the time being in force) (the “Act”) read with Schedule V to the said Act, the Company hereby ratify, confirm and approve the payment of remuneration of Rs. 6,00,000/- per annum, subject to the total remuneration payable to Mr. Navin Jain not exceeding 5% of net profits at any time during the relevant financial year, to Mr. Navin Jain ( holding DIN 00465888), Managing Director of the Company with effect from 1st November, 2015, up to the remaining duration of his term as Managing director of the Company. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, and things and to execute any agreements, documents or instructions as may be required to give effect to the aforesaid resolution.” Date: 12thAugust 2017 By Order of the Board of Directors Place: Kolkata

Registered Office:- Sd/- 7, Mangoe Lane, 2nd Floor Vivek Mishra Room No. 212, Kolkata- 700001 Company Secretary & Compliance Officer CIN No.: L51109WB1982PLC035088 Phone No.: 033-40068296 Web Site:www.authum.com Email ID: [email protected]


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NOTES: 1. The Relevant Details of the Directors, pursuant to Regulation 36 (3) of The Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure A and Annexure B.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIM AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be received at the Company’s Registered Office not less than 48 hours before the meeting. Proxies submitted on behalf of companies, societies, partnership firms, etc. must be supported by appropriate resolution/ authority, as applicable. Members are requested to note that a person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

3. PROCESS AND MANNER FOR MEMBERS OPTING FOR E-VOTING

THROUGH ELECTRONIC MEANS:

In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies(Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company is pleased to provide to the Members the facility to exercise their right to vote at the 35th Annual General Meeting (AGM) by electronic means and the business may be transacted through the e-voting services provided by Central Depository Services Ltd. (CDSL).

The instructions for members for voting electronically are as under:- In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com during the voting period.

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered

with the Company.

(v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:


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For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

� In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account with the depository or in the company records for your folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (vii).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on

the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.


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(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and

the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Institutional Shareholders

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporate.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-Voting, you may refer the Frequently Asked Questions (“FAQs”) and e-Voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

(xx) The voting period begins on Friday, 22nd September, 2017(10.00 A.M.) and ends on Sunday, 24th September, 2017 (5.00 P.M.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 19th September, 2017, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. The facility for voting through ballot paper / polling paper shall be made available at the AGM and the members as on the “cut-off date” i.e. Record date, attending the meetings who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting through ballot paper/ polling paper.

4. GENERAL INSTRUCTIONS/INFORMATION FOR MEMBERS FOR VOTING

ON THE RESOLUTIONS:

(a) Facility of voting through Poll paper shall be made available at the Meeting. Members attending the Meeting, who have not already cast their vote by remote e-voting shall be able to exercise their right at the Meeting.

(b) Members who have cast their vote by remote e-voting prior to the meeting may also

attend the Meeting, but shall not be entitled to vote again at the AGM.

(c) The voting rights of the shareholders (for voting through remote e-voting or by Poll paper at the Meeting) shall be in proportion to their share of the paid-up equity share capital of the Company as on 19th September 2017(“Cut-Off Date”). A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.


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(d) Any person who acquires Shares of the Company and becomes a Member of the

Company after the dispatch of the AGM Notice and holds shares as on the Cut-Off Date, i.e. 19th September 2017, may obtain the login Id and password by sending a request at [email protected] However, if you are already registered with CDSL for remote e-voting then you can use your existing user ID and password for casting your vote. If you have forgotten your password, you may reset your password by using “Forgot User Details/ Password” option available on www.evoting.cdsl.com

(e) Mr. Dinesh Agarwal, Practicing Company Secretary, (COP No.-5881), Kolkata, has been

appointed by the Board of Directors of the Company as Scrutinizer for scrutinizing the remote e-voting process as well as voting at the Meeting, in a fair and transparent manner.

(f) The Scrutinizer shall, immediately after the conclusion of voting at the Annual General

Meeting, first count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting, in the presence of atleast two (2) witnesses not in the employment of the Company.

(g) The Scrutinizer will collate the votes cast at the Meeting, votes downloaded from the e-

voting system and make, not later than two days from the conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

(h) The Chairman or the person authorised by him in writing shall forthwith on receipt of the

consolidated Scrutinizer’s Report, declare the result of the voting within 48 hours of the conclusion of the date of AGM. The Results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website www.authum.com and on the website of CDSL immediately after their declaration, and communicated to the Stock Exchanges where the Company is listed, viz. BSE Ltd. and Kolkata Stock Exchange.

5. BOOK CLOSURE:

The Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday, 19th September 2017 to Monday, 25th September 2017(both days inclusive).

6. Members holding shares in physical form are requested to advise any change of address immediately to the Company’s Share Registrars and Transfer Agents. Members holding shares in electronic form must send the advice about change in address to their respective Depository Participant only and not to the Company or the Company’s Share Registrars and Transfer Agents.

7. Members holding shares in physical form are requested to consider converting their holdings

to dematerialized form to eliminate risks associated with physical shares and for ease in portfolio management. Members can contact the Company’s Share Registrars and Transfer Agents for assistance in this regard.

8. NOMINATION FACILITY:

As per the provisions of Section 72 of the Companies Act, 2013, facility for making nomination is available for the Members in respect of the shares held by them. Members holding shares in single name and who have not yet registered their nomination are requested


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to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record fresh nomination, he may submit the same in Form No.SH-14. Both Forms are appended at the end of the Annual Report. Members holding shares in physical form are requested to submit the forms to the Company’s Share Registrars and Transfer Agents. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.

9. The Securities and Exchange Board of India (SEBl) has mandated the submission of

Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN details to their respective Depository Participants. Members holding shares in physical form are requested to submit their PAN details to the Company or its Share Registrars and Transfer Agents.

10. To support the “Green Initiative”, Members holding shares in physical form and who have

not registered their email IDs are requested to register their email IDs with the Company’s Share Registrars and Transfer Agents. Members holding shares in electronic form are requested to register their email IDs with their Depository Participants.

11. Notice of the Annual General Meeting and the Annual Report are available on the website of

the Company at www.authum.com Date: 12thAugust 2017 By Order of the Board of Directors Place: Kolkata

Registered Office:- Sd/- 7, Mangoe Lane, 2nd Floor Vivek Mishra Room No. 212, Kolkata- 700001 Company Secretary & Compliance Officer CIN No.: L51109WB1982PLC035088 Phone No.: 033-40068296 Web Site: www.authum.com Email ID: [email protected]


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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4:

Mrs. Barkha Agarwal has been a Non-Executive Independent Director of the Company since 30th September 2015, and is considered as an Independent Director for all purposes of the Companies Act, 2013 and the Rules made thereunder and for the purpose of the relevant provisions of Listing Obligation and Disclosure Regulations 2015. As per the provisions of Section 149 of the Act which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mrs. Barkha Agarwal had given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act. She was appointed with effect from 30th September 2015, and hence the Board recommends to the shareholders to define the term of Mrs. Barkha Agarwal Independent Director for a period of 5 years upto 30th September 2020. The details of Mrs. Barkha Agarwal in pursuance of the provisions of the Listing Agreement are mentioned in Annexure B. The resolution for defining the term of the Independent Director is now being placed before the Members in General Meeting for their approval. Mrs. Barkha Agarwal is interested and concerned in the Resolution mentioned at Item No. 4 of the Notice. Other than Mrs. Barkha Agarwal, no other Director, key managerial personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No.4 of the Notice.

Item No. 5: The Nomination and Remuneration Committee, in its meeting held on 9th November 2015, recommended and the Board of Directors, in its meeting held on 9th November 2015 , approved the payment of remuneration of Rs. 6,00,000/- per annum, to Mr. Navin Jain (holding DIN 00465888), Managing Director of the Company with effect from 1st November 2015, upto remaining duration of his term as Managing Director of the Company, subject to the total remuneration not exceeding 5% of net profits at any time during the relevant financial year and approval of the shareholders in the General Meeting. The other terms and conditions of appointment of Mr. Navin Jain, except as proposed in this resolution regarding remuneration, remained unchanged. The details of Mr. Navin Jain in pursuance of the provisions of the Listing Agreement are mentioned in Annexure A. Approval of the shareholders is sought for ratification of remuneration paid to Mr. Navin Jain from 1st November 2015 till date and approval for payment of remuneration payable for the remaining period of his tenure as Managing Director of the Company. The Board of Director recommends the relevant resolution for your consideration and approval as a Special Resolution. None of the Directors except Mr. Navin Jain himself, is concerned or interested in the resolution.


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No other Directors, Key Managerial Personnel or their relatives are concerned or interested in the resolution. By Order of the Board of Directors Place: Kolkata Sd/- Date: 12thAugust 2017 Vivek Mishra Registered Office: - Company Secretary & Compliance Officer 7, Mangoe Lane, 2nd Floor Room No. 212, Kolkata- 700001 CIN No.: L51109WB1982PLC035088 Phone No.: 033-40068296 Web Site:www.authum.com Email ID: [email protected]


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Details of the directors seeking re-appointment/appointment at the forthcoming Annual General Meeting pursuant to Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Annexure A Name of the Director Mr. Navin Kumar Jain

DIN No. 00465888 Qualification B.com Date of birth 09.07.1975 Date of Appointment 16.07.2007

Expertise in specific functional areas More than 14 years of experience in capital market and financial services.

Number of Shares held in the Company (as on 31st March 2017)

NIL

Directorships held in other companies (excluding private and foreign companies and section 8 companies)

None

Position held in mandatory committees of other companies

None

Annexure B Name of the Director Mrs. Barkha Agarwal

DIN No. 05190461 Qualification Chartered Accountant Date of birth 06.12.1986 Date of Appointment 22.06.2015

Expertise in specific functional areas More than 6 years of experience in Finance & Management

Number of Shares held in the Company (as on 31st March 2017)

NIL

Directorships held in other companies (excluding private and foreign companies and section 8 companies)

None

Position held in mandatory committees of other companies

None


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ATTENDANCE SLIP

Thirty Fifth Annual General Meeting – 25thSeptember, 2017 at 7, Mangoe Lane, 2nd Floor, Room no.212, Kolkata-700001

Registered Folio No./DP ID & Client ID*

Name and Address of the Shareholder(S) Name of Joint Holders, if any No. of Shares Held

Applicable to shareholders holding shares in electronic form. I/We hereby record my/our presence at the 35thAnnual General Meeting of Authum Investment & Infrastructure Limited held on 25th September, 2017 at 11.30 A.M. at 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata-700001 __________________________ ________________________ Members’/Proxy’s Name in Block Letter Member’s / Proxy’s Signature Note: Shareholders/ Proxy holder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting. Please bring this attendance slip to the meeting and hand over at the entrance duly filled in and signed. The Electric Voting Particulars are set out below”


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ELECTRONIC VOTING PARTICULARS

EVSN(E-VOTING

SEQUENCE NUMBER) USER ID PASSWORD

Please refer to the AGM Notice for e-voting instructions.


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Form No. MGT-11

Proxy form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

I / We …………………………………………………………………………………..(In Block Letters) of …………………………………………………………. being a Member / Members of Authum Investment & Infrastructure Limited hereby appoint………………………………………………….of……………………………………………………….or failing him………………of………………………………………………. as my / our proxy in my / our absence to attend and vote for me / us, and on my / our behalf at the Thirty Fifth Annual General Meeting of the Company to be held at 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata – 700001 on 25th September, 2017 and / or adjournment thereof. As witness my / our hand(s) this ………………………… day of …………… 2017. Signed by the said ………………………………………… No. of Shares Held………………………………………… R. Folio No …………………….. Signed this _______________ day of ___________________________ 2017. Member’s Folio No. /DP ID-Client ID__________________________________ Signature of Shareholder_____________________________________________ Signature of Proxy Holder____________________________________________ Note:

1) The proxy must be deposited at the registered office of the Company at 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata – 700 001 not less than 48 Hours before the time holding the meeting.

2) The Form should be signed across the stamp as per specimen signature registered with the Company

Affix

Revenue Stamp


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RESOLUTION NO.

OPTIONAL*

FOR AGAINST

Ordinary Business

1. Adoption of Audited Balance Sheet for 31.03.2017.

2. Appointment of Director in place of Mr. Navin Kumar Jain who retire by rotation

3. Appointment of Statutory Auditor and fixing their remuneration

Special Business

4. Determination of term of Mrs. Barkha Agarwal as Non-executive Independent Director

5. Ratify, confirm and approve the remuneration to Managing Director, Mr. Navin Jain


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Route Map for the Venue of the Annual General Meeting


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To, The Members, The Directors have pleasure in presenting the 35thAnnual Report together with the Audited Accounts of the Company for the year ended 31st March’ 2017. FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended 31.03.2017 (Rs.)

Year Ended 31.03.2016 (Rs.)

Operational & Other Income 2,217,158,546.00 3,170,245,688.00

Profit/Loss Before Depreciation & Tax 135,125,643.00 14,749,718.00

Less: Depreciation 8,906.00 21,500.00 Provision for taxation 49,992,725.00 2,543,134.00 Mat Credit Entitlement earlier year 0.00 0.00 Deferred Tax (304.00) 248.00 Taxes for earlier years 1,613,461.00 421,655.00

Profit/Loss after Depreciation & Tax 83,510,855.00 11,763,181.00 Balance brought forward for previous year 227,784,085.00 218,373,540.00

Appropriations Amount transferred to Statutory Reserves 16,702,171.00 2,352,636.00 Bonus shares Issued - -

Balance Carried to Balance Sheet 294,592,769.00 227,784,085.00

OPERATIONS:

During the year Net profit for the financial year has been Rs. 83,510,855.00 as compared to Rs. 11,763,181.00 of previous year. There is a sharp increase in the profits of the Company even though there is a decline in the operational income from Rs. 3,170,245,688.00 in the previous year to Rs. 2,217,158,546.00 in the current financial year. There is a sharp increase in the performance of the Company owing to overall positive market sentiments and the management look forward for earning more profit and better performance in future.


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The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 1956/ Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI). The Company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines. DIVIDEND & APPROPRIATIONS: The Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2017. SHARE CAPITAL The paid up Equity Share Capital as on 31st March, 2017 was Rs.115,280,900.00. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures. TRANSFER TO RESERVES: The Company has transferred amount of Rs. 16,702,171/- to Statutory Reserve Fund created in terms of Section 45-IC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside Statutory Reserve Fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus. COMPLIANCE The Company is registered Non deposit accepting NBFC. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the RBI Directions. During FY 2016-17, there were no frauds committed by the Company and no material frauds committed on the Company by its officers or employees. Further, during FY 2016-17, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Act. CORPORATE GOVERNANCE: Pursuant to SEBI (Listing Obligations & Disclosure Requirements), 2015 entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a Report on Corporate Governance is annexed hereto and forms part of this Annual Report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under SEBI (Listing Obligations & Disclosure Requirements), 2015, is appended to the Annual Report.


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EXTRACT OF ANNUAL RETURN An extract of Annual Return as on the financial year ended on 31st March, 2017 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure I to the Directors’ Report and forms part of this Annual Report. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report. DIRECTORS/ KEY MANAGERIAL PERSONNEL: In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin Kumar Jain (DIN: 00465888), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re-appointment forms part of the Notice of the ensuing Annual General Meeting. Ms. Barkha Agarwal was regularized as Independent & Non-Executive Director with effect from 30.09.2015 and the resolution to define the term of Mrs. Barkha Agrawal as an independent director forms the part of this notice. Mr. Vivek Mishra was appointed as Company Secretary of the company with effect from 01st

March, 2017 in place of Mr. Aakash Kumar Surana, who has resigned with effect from 28th February, 2017. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the Listing Regulations. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure II. The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as none of the employees are covered under the same.

DIRECTORS RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors’ Responsibility Statement, the Directors hereby confirm that 1. That in the preparation of the annual accounts, the applicable accounting standards have

been followed along with proper explanation relating to material departures, if any;


23

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 31st March, 2017, has been prepared on a

going concern basis. 5. They have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS The Company does not have any subsidiary Company; hence the provisions pursuant to consolidation are not applicable. BOARD AND COMMITTEE MEETINGS: During the year 5 (Five) Board Meetings and 4 (Four) Audit Committee Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The Board has constituted an Audit Committee under the Chairmanship of Mr. Tapan Sodani. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. Additionally, during the financial year ended 31st March, 2017, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013, and Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”). MANAGEMENT DISCUSSION & ANALYSIS: Management Discussion & Analysis Report for the year under review as stipulated under applicable Regulation of the SEBI (Listing Obligations & Disclosure Requirements), 2015 with the Stock Exchanges is presented separately in the Annual Report. AUDITORS: M/s. Sanghai& Co., Chartered Accountants, the Company’s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment for another term of 4 years, subject to ratification by the Members at every AGM. The resolution seeking shareholders’ approval on this item is included in the Notice convening the AGM. SECRETARIAL AUDITOR


24

The Company had appointed Mr. Dinesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS; Certificate of Practice No. 5881) as the Secretarial Auditor of the Company to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report as received from Mr. Dinesh Agarwal is appended as Annexure III to this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of Energy and Technology Absorption: The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules,2014. (B) Foreign Exchange Earnings & Outgo During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo. RISK MANAGEMENT The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI (Listing Obligations & Disclosure Requirements), 2015. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures. The Audit committee facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. INTERNAL CONTROL SYSTEM The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee. INTERNAL FINANCIAL CONTROLS There exist in the Company adequate internal financial controls commensurate with the size of the Company. The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017. VIGIL MECHANISM The Company has formulated a codified Vigil Mechanism Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177of the Companies Act, 2013 and Regulation


25

22of the SEBI (Listing Obligations & Disclosure Requirements), 2015, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said Policy is available on the Company’s website www.authum.com. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties or Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and consequently no particulars in form AOC-2 have been furnished. The Company has adopted a Framework on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The Policy on materiality of related party transactions and dealing with related party transactions can be accessed at website at http://www.authum.com. Disclosure on related party transactions is provided in financial statements in Note No. 2 of ‘Notes forming part of the Accounts for the financial Year ended 31st March, 2017.’

CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions relating to the Corporate Social Responsibility as mentioned in Companies Act 2013 are not applicable to the Company. REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration Policy is stated below: Nomination & Remuneration Policy: 1. Preamble 1.1 The remuneration policy provides a framework for remuneration paid to the members of

the Board of Directors (“Board”), Key Managerial Personnel (“KMP”) and the Senior Management Personnel (“SMP”) of the Company (collectively referred to as “Executives”). The expression “senior management” means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

1.2 In terms of Section 178 of the Companies Act, 2013 which has been made effective from

April 1, 2014 by the Central Government vide notification no. S.O. 902(E) issued on March 26, 2014, this Remuneration Policy named as Authum Investment & Infrastructure Limited Remuneration Policy (“the Policy”) is being framed and formulated for laying down criteria for determining qualifications, positive attributes and independence of a


26

director and recommend to the Board a policy, relating to the remuneration for the Executives.

1.3 The policy will be reviewed by the Nomination and Remuneration Committee of the

Board of Directors, as when required. 2. Aims & Objectives 2.1 The aims and objectives of this remuneration policy may be summarized as follows: 2.1.1 The remuneration policy aims to enable the company to attract, retain and motivate highly

qualified members for the Board and other executive level. 2.1.2 The remuneration policy seeks to enable the company to provide a well-balanced and

performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

2.1.3 The remuneration policy will ensure that the interests of Board members & senior

executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the “pay-for-performance” principle.

2.1.4 The remuneration policy will ensure that remuneration to Directors, Key Managerial

Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

3. Principles of remuneration 3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions

shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company’s vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparent, conducted

in good faith and in accordance with appropriate levels of confidentiality. 3.3 Internal equity: The Company shall remunerate the board members, KMP and senior

management in terms of their roles within the organization. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

3.4 External equity: The Company strives to pay an equitable remuneration, capable of

attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the influence of external remuneration pressures. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Company’s remuneration practices at that time.

3.5 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both

the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.


27

3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.

3.6.1 Affordability and Sustainability: The Company shall ensure that remuneration is

affordable on a sustainable basis. 4. Compensation Structure

4.1 Remuneration to Non-Executive Directors: The Non-executive Directors of the Company are paid remuneration by way of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the Non-executive Directors for the Board Meetings and Committee meetings are fixed by the Board and reviewed from time to time in accordance with applicable law. The Non-executive Directors may be paid such remuneration as the Board may approve from time to time subject to limits prescribed from time to time in the Act or Rules made there under.

4.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) &

Senior Management Personnel(s) (SMPs): The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director/Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards.

5. Supplementary provisions 5.1 Any matters not provided for in this Policy shall be handled in accordance with relevant

State laws and regulations and the Company’s Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by the state or with the Company’s Articles of Association as amended pursuant to lawful procedure, the relevant state laws and regulations and the Company’s Articles of Association shall prevail, and this Policy shall be amended in a timely manner and submitted to the Board of Directors for review and adoption.

5.2 The right to interpret this Policy vests in the Board of Directors of the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The provisions of Section 186 of the Companies Act, 2013, pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC whose principal business is the acquisition of securities. During the year the Company has not provided any guarantee. PERFORMANCE EVALUATION Pursuant to the provisions of the Act and applicable Regulations 27 of the SEBI (Listing Obligations & Disclosure Requirements), 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.


28

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company. For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Board’s functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs) In terms of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company is required to conduct the Familiarization Programme for Independent Directors(IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India(RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc. The Company Secretary regularly apprises the Directors about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under. The detail of such familiarization programme is disclosed on the company's website at www.authum.com. CONSTITUTION OF AUDIT COMMITTEE The Audit Committee presently comprises of Mrs. Barkha Agarwal – Independent Director, Mr. Tapan Sodani – Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tapan Sodani is the Chairman of the Audit Committee. The Company Secretary of the Company acts as


29

the Secretary to the Audit Committee. The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report. 4 (Four) Meetings of the Audit Committee were held during the year 2016-2017 on 19th May, 2016, 10th August, 2016, 10th November, 2016 & 07th February, 2017. AUDIT QUALIFICATIONS There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sanghai & Co. Chartered Accountants, Statutory Auditors, in their report on the Company’s financial statements for the year ended on March 31st, 2017. Further, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE: The Nomination & Remuneration Committee presently comprises of Mrs. Barkha Agarwal – Independent Director, Mr. Tapan Sodani – Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tapan Sodani is the Chairman of the Nomination & Remuneration Committee. The Company Secretary of the Company acts as the Secretary to the Nomination & Remuneration Committee. The Terms of Reference of the Nomination & Remuneration Committee has been provided in the Corporate Governance Section forming part of this Report. 2 (Two) Meetings of the Committee were held during the year 2016-2017 viz. 30th May, 2016 and 28th February, 2017 PUBLIC DEPOSITS:

The Company did not hold any public deposits at the beginning of the year nor has it accepted any Public Deposits during the year under review. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND THE COMPANY’S OPERATIONS IN FUTURE There are no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Company’s operations in future. Albeit, during the year an application has been made before the Regional Director, Eastern Region Bench, Kolkata to shift the registered office of the Company from the state of West Bengal to the State of Maharashtra, in pursuance to shareholders approval obtained vide special resolution passed at the 34th Annual General Meeting. CEO & CFO CERTIFICATION Certificate from Mr. Navin Jain, Managing Director, pursuant to Regulation 17(8) of the Listing Regulations for the financial year 2016-17 was placed before the Board of Directors of the Company at its meeting held on May 29, 2017 and also forms part of Report on Corporate Governance. Company is in the process of putting in place a Chief Financial Officer with experience profile commensurate to the size and business of the company DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013: Anti- Sexual Harassment Policy as per the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013, is not applicable to your Company.


30

REPORT ON CORPORATE GOVERNANCE A report on Corporate Governance, in accordance with Regulation 27 of the SEBI LODR, 2015 with the Stock Exchanges, is set out separately for the information of the shareholders. ACKNOWLEDGEMENTS: The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, the Securities and Exchange Board of India, the Registrar of Companies, and other government and regulatory agencies and to convey their appreciation to the Members, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of all the employees of the Company for their commitment, commendable efforts, team work and professionalism.

For and on behalf of the Board of Directors

Sd/- Sd/-

Navin Kumar Jain Barkha Agarwal Place: Kolkata DIN: 00465888 DIN: 05190461 Date: 29th May 2017

Annexure I


31

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L51109WB1982PLC035088 2. Registration Date 17th July, 19823. Name of the Company Authum Investment & Infrastructure Limited 4. Category/Sub-category

of the Company Public Company/Limited by Shares

5. Address of the Registered office & contact details

7, Mangoe Lane, 2nd Floor, Room No.212, Kolkata-700001 Phone No. 033-40068296 Web Address: www.authum.com Email ID: [email protected]

6. Whether listed company Yes7. Name, Address &

contact details of the Registrar & Transfer Agent, if any.

Maheswari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata- 700 001 Ph. No. :(033) 2248-2248

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities

contributing 10 % or more of the total turnover of the company shall be stated) S. No.

Name and Description of main products / services

NIC Code of the

% to total turnover of the company

1 Other financial service activities, except insurance and pension funding activities

649 99.88

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. No.

Name & Address of the Company

CIN/GLN Holding/Subsidiary/Associate

% of Shares Held

Applicable Section

1 2 NOT APPLICABLE3


32

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31-March-2016]

No. of Shares held at the end of the year[As on 31-March-2017]

% Change during

the year Demat Physi

cal Total % of

Total Shares

Demat Physical

Total % of Total Shares

A. Promoters (1) Indian a) Individual/

HUF

- - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

(2) Foreign - - - - - - - - -

Total

shareholding of

Promoter A =

A(1) + A(2)

0 0 0 0 0 0 0 0 0

B. Public

Shareholding 1. Institutions a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture

Capital Funds

- - - - - - - - -

f) Insurance

Companies

- - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign - - - - - - - - -


33

Venture Capital

Funds

i) Others

(specify)

- - - - - - - - -

Alternate

Investment

Funds

- - - - - - - - -

Foreign

Portfolio

Investors

- - - - - - - - -

Provident

Funds/Pension

Funds

- - - - - - - - -

Qualified

Foreign Investor

- - - - - - - - -

Sub-total

(B)(1):- 0 0 0 0 0 0 0 0 0

2. Non-Institutions a) Bodies Corp. 5363826 0 5363826 46.5283 6241630 0 6241630 54.1428 16.3652 i) Indian 0 0 0 0.00 0 0 0 0.00 0 ii) Overseas 0 0 0 0.00 0 0 0 0.00 0 b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 60848 0 60848 0.5278 97711 0 97711 0.8476 60.5821 ii) Individual shareholders holding nominal share capital in excess of Rs1 lakh 6103415 0 6103415 52.9438 5188415 0 5188415 45.0067 -14.9916c) Others (specify)

- - - - - - - - -

Non Resident Indians

- - - - - - - - -

Overseas Corporate Bodies

- - - - - - - - -


34

Foreign Nationals Clearing Members 1 0 1 0.0000 334 0 334 0.0029 3330.00 Trusts Foreign Bodies – D R Sub-total (B)(2):- 11528090 0 11528090 100.00 11528090 0 11528090 100.00 0.0000 Total Public Shareholding (B)=(B)(1)+ (B)(2) 11528090 0 11528090 100.00 11528090 0 11528090 100.00 0.0000 C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 11528090 0 11528090 100.00 11528090 0 11528090 100.00 0.00

B) Shareholding of Promoter-

SN Shareholder’s

Name Shareholding at the beginning of the year

Shareholding at the end of the year % change in shareholding during the year

No. of Shares

% of total

Shares of the

company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the

company

%of Shares Pledged / encumbered to total shares

1 2 3 NOT APPLICABLE 4

C) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of totalshares of the company

No. of shares


At the beginning of the year Date wise Increase / Decrease in

Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

NA NA NA NA

At the end of the year


35

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN Name Shareholding at the beginning of the year

Increase/ Decrease in Shareholding


No. of shares


No. of shares

% of total shares of the company

1. Khazana Tradelinks Private Limited

Sedum Investment and Finance Pvt. Ltd. and Vilars Estates Pvt. Ltd. merged with Khazana Trade links Pvt. Ltd resulting in the consolidation of holding of the resultant entity i.e. Khazana Tradelinks Pvt. Ltd.

01/04/2016 272000 2.3595 - - 31/03/2017 - - 1385000 12.0141 2. Pagaria Holding

Private Limited No change in

the shareholding during the year

01/04/2016 903200 7.8348 - - 31/03/2017 - - 903200 7.8348 3. Sedum

Investments and Finance Pvt. Ltd.

Merged with Khazana Tradelinks Pvt. Ltd. hence the Shares held by Sedum Investment and Finance Pvt. Ltd. got consolidated with resulting entity i.e. Khazana Tradelinks Pvt. Ltd.

01/04/2016 560000 4.857 31/03/2017 00 00


36

4 Vilars Estates Pvt. Ltd.

Merged with Khazana Tradelinks Pvt. Ltd. hence the Shares held by Vilars Estates Pvt. Ltd. got consolidated with resulting entity i.e. Khazana Tradelinks Pvt. Ltd

01/04/2016 553000 4.797 31/03/2017 00 00 5. Attribute Shares &

Securities Pvt. Ltd.

No change in the shareholding during the year

01/04/2016 525000 4.5541 - - 31/03/2017 - - 525000 4.5541 6. Kashish

Multitrade Pvt. Ltd.


01/04/2016 525000 4.5541 - - 31/03/2017 - - 525000 4.5541 7.

Forever Flourishing Finance & Investment Pvt. Ltd.


01/04/2016 525000 4.5541 - - 31/03/2017 - - 525000 4.5541 8. Lucky

Commotrade Pvt. Ltd.


01/04/2016 525000 4.5541 - - 31/03/2017 - - 525000 4.5541 9. Linkline Agencies

Pvt. Ltd. No change in


01/04/2016 448566 3.8911 - - 31/03/2017 - - 448566 3.8911 10. Bhaskar Mondal No change in


37


01/04/2016 420000 3.6433 - - 31/03/2017 - - 420000 3.6433 11. Vijay Kumar

Patodia No change in


01/04/2016 371112 3.2192 - - 31/03/2017 - - 371112 3.2192 12. Manju Patodia No change in


01/04/2016 357105 3.0977 - - 31/03/2017 - - 357105 3.0977

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of the year Date wise Increase / Decrease in

Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

At the end of the year NA NA NA NA V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due

for payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 14,37,28,303 10,00,259 - 14,47,28,562 ii) Interest due but not paid 0 0 - 0 iii) Interest accrued but not due 0 0 - 0

Total (i+ii+iii) 14,37,28,303 10,00,259 - 14,47,28,562 Change in Indebtedness during the financial year


38

* Addition 0 0 - 0 * Reduction 12,20,60,165 10,00,259 - 12,30,60,424 Net Change 12,20,60,165 10,00,259 - 12,30,60,424 Indebtedness at the end of the financial year

i) Principal Amount 2,16,68,138 0 - 2,16,68,138 ii) Interest due but not paid 0 0 - 0 iii) Interest accrued but not due 0 0 - 0

Total (i+ii+iii) 2,16,68,138 0 - 2,16,68,138

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Managing Director Total

Amount Navin Kumar Jain ---- ---- --- 1 Gross salary 6,00,000.00

- - -

- - -

- - -

6,00,000.00

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option - - - - - 3 Sweat Equity - - - - - 4 Commission

- as % of profit - others, specify…

- - - - -

5 Others, please specify- Sitting Fees 12,500.00 - - - 12,500.00 Total (A) 6,12,500.00 - - - 6,12,500.00 Ceiling as per the Act NA NA NA NA NA B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total Amount

Barkha Agarwal Tapan Sodani ---- --- 1 Independent Directors

Fee for attending board committee meetings

12,500.00 12,500.00 - - -

Commission - - - - - Others, please specify - - - - - Total (1) - - - - -

2 Other Non-Executive Directors - - - - - Fee for attending board committee meetings

- - - - -

Commission - - - - - Others, please specify - - - - -

Total (2) - - - - - Total (B)=(1+2) 12,500.00 12,500.00 - - -

Total Managerial Remuneration

- - - - -

Overall Ceiling as per the Act NA NA NA NA NA


39

C.REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

CS Aakash Kr. Surana

CS Vivek Mishra

CFO

Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

4,31,702 84,000 - 5,15,702

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - -

2 Stock Option - - - - 3 Sweat Equity - - - - 4 Commission - - - - - as % of profit - - - - Others specify… - - - - 5 Others, please specify - - - - Total 4,31,702 84,000 5,15,702

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the

Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty NIL Punishment NIL Compounding NIL B. DIRECTORS Penalty NIL Punishment NIL Compounding NIL

C. OTHER OFFICERS IN DEFAULT Penalty NIL Punishment NIL Compounding NIL


Sd/- Sd/-



40

Annexure II Disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr. No

Particulars Reply

i The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year

Managing Director - 1.13:1

ii The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary Or Manager, if any, in the financial year

N.A.

iii The percentage increase in the median remuneration of employees in the financial year

N.A.

iv The number of permanent employees on the rolls of company

3

v Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

N.A.

vi The key parameters for any variable component of remuneration availed by the directors

N.A.

vii Affirmation that the remuneration is as per the remuneration policy of the company

We hereby, confirm that remuneration to the employees is paid as per the remuneration policy of the company


Sd/- Sd/-



41

Annexure to the Report of the Board of Directors

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014] To, The Members, M/s Authum Investment & Infrastructure Limited, 7, Mangoe Lane, 2nd Floor, Room No.212, Kolkata-700001 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ‘M/s Authum Investment & Infrastructure Limited’ (CIN: L51109WB1982PLC035088) (hereinafter called “the company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the ‘M/s Authum Investment & Infrastructure Limited’, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by ‘M/s Authum Investment & Infrastructure Limited’ (“the Company”) for the financial year ended on 31st March 2017, according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to

the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

Not applicable as the Company has no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;


42

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

Not applicable as the company has not raised share capital during the financial year under review.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable as the Company has not granted any Options to its employees during the financial year under review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Not applicable as the Company has not issued any debt securities during the financial year under review.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009;and

Not applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

Not applicable as the Company has not bought back any of its securities during the financial year under review.

(vi) I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof the Company has complied with the following laws applicable specifically to the Company:

Reserve Bank Of India Directions, Guidelines and Circulars applicable to Systemically

Important Non Deposit Accepting or Holding NBFCs (NBFC-ND-SI_50Crore) I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standard-1 and Secretarial Standard-2 issued by The Institute of Company

Secretaries of India. (Applicable to the Company during the audit period as it has come into force on 1st day of July, 2015).

(ii) The Listing Agreements entered into by the Company with ‘The Calcutta Stock Exchange

Limited’ and ‘The Bombay Stock Exchange Limited’.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the provision of Section 203 in respect of appointment of CFO is yet to be complied with and delay filing of certain forms with the registrar of companies. I further report that:


43

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and women director

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. During the audit period under review all decisions at Board meeting and Committee Meeting were carried out unanimously

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period the Company has no specific events/ actions having major bearing the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above.

Sd/-

__________________ Dinesh Agarwal (Practicing Company Secretary) Place: Kolkata FCS No. 6315 Date: 29/05/2017 C P No. 5881 Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report.


44

“ANNEXURE A”

To, The Members, M/s Authum Investment & Infrastructure Limited, 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata-700001 Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books

of accounts of the Company.

4. Where ever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the

Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

__________________ Dinesh Agarwal (Practicing Company Secretary) Place: Kolkata FCS No. 6315 Date: 29/05/2017 C P No. 5881


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MANAGEMENT DISCUSSION AND ANALYSIS

Authum Investment & Infrastructure Ltd is a registered NBFC with RBI and its main business comprises of fund-based activities viz, investment in shares & securities, providing loans and advances, etc. It is a professionally managed company, which follows strict code of conduct of business by practicing fair business values with stakeholders and society at large. It had been complying with all relevant enactments & statutes of the land in letter & in spirit. There is a strict adherence to Ethics and a Responsibility towards all those who come within its operational ambit.

Global and Indian Economy Financial Year 2017 was an eventful year which marked a paradigm shift of sorts in the economics and politics of the world. On the Global level political side, Brexit fears and US Presidential elections were two big events, though the markets soon shrugged off these developments. Foreign portfolio flows and FDI have been robust for the year ended 31.3.2017. The easy money policy stance of most of the Central banks of the major economies of the world has been creating a situation of excess liquidity, the world over. As we report, we observe a situation wherein prices of all assets, stocks, commodities, real estate etc, going up in sync. Contrary to general wisdom (as historically noted), where equity prices and bond price typically move in opposite directions, we see both surging. One needs to be extra cautious to avoid potential set back in the wake of an event which could trigger a reversal of sorts. Back home, we see a resolute government spearheading reform process, with GST regime being a reality, albeit with delay. Efforts to stem graft and to bring the parallel economy to main stream the government had resorted to de-monetization measures. While question were raised on the merits and flaws of such an attempt by the Government, it is now a foregone conclusion that, the measure shall increase the tax net and its compliances meaningfully. Also, attempts to bolster financial inclusion of the majority unbanked citizens and efforts to channelize government supports/incentives/subsidies etc. through banking channels is expected to make public services efficient and reduce corruptions. Government’s resolve to link the unique identity number, Aadhar, for all activities shall bear fruits in the long term, which will be one of the greatest reform measures which shall improve the structure of our economy. Opportunities and Threats

With the advent of GST, and renewed thrust on financial inclusion and government’s push to achieve housing for all, it is expected to give a positive impetus for the economy. The digital India drive and thrust on governance could help achieve a conducive environment for business to thrive. While a structural change of direction in the business environment and growth in private capital investment is yet to be seen, government is trying to significantly try open up segments like Defense to attract capital investment. All things remaining constant, the monsoon season being normal is likely to augur well for the rural demand, which is dependent largely on agricultural output. This coupled with a low inflation regime and resultantly low interest rate environment, is expected to provide fresh impetus to business, which could potentially initiate a virtuous cycle. Whilst this, it remains a fact that the banking system is yet to register meaningful credit growth. As a participant of financial services segment, your company’s business is expected to deliver profitable overall growth. All the facets of the company’s business, viz, investments, trading, lending offers ample growth opportunities. Segments – Wise or Product Wise Performance

Your company has only one segment and entire revenue is generated from financial activities only. Accordingly, segment reporting as required under Accounting Standard-17, issued by the Institute of Chartered Accountants of India, is not applicable.


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Risk & Concern

Risk is an integral part of the business and we aim at delivering superior shareholder value by achieving an appropriate balance between risks and returns. The company is exposed to specific risks that are peculiar to its businesses and environment within which it operates, including market risk, operational risk, credit risk, liquidity risk, interest risk, human resource risk and regulatory and compliance risk in addition to unforeseen natural disasters and geo-political issues. Our management is committed to contain risks and endeavors to maximize shareholders wealth. Outlook

Your management foresees a robust period of growth and consolidation during the current fiscal. The management’s endeavor is to capitalize on the opportunities as its unfolding both in its Investments & trading assets as also in the lending book. Efforts are on to grow and build each of its assets classes in scale and make it self-sustaining


47

REPORT ON CORPORATE GOVERNANCE

COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE Corporate Governance is a process of maximizing stakeholders’ value on a sustainable basisthrough ethically driven business processes. Integrity, transparency, independence, accountability, trusteeship and business ethics are the foundations to the philosophy of Corporate Governance. It essentially involves balancing the interests of all stakeholders’ viz., shareholders, creditors, employees, customers, suppliers, financers, management, government and the community. We are committed to enhancing long-term stakeholders’ value and retaining investors’ trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical, in the interest of our stakeholders and in compliance with applicable legislations. We conduct our business in accordance with prevailing statutes and regulations, with due focus on transparent and fair practices, efficiency and corporate governance principles. Our values reflect our continued commitment to ethical, transparent and fair business practices across our business operations. We are committed to follow the prescribed corporate governance practices embodied in various legislations viz., Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 (hereinafter referred to as “the Listing Regulations”), the Companies Act, 2013 (hereinafter referred to as ‘the Act’), and other applicable Rules &Regulations. CODE OF CONDUCT FOR DIRECTORS AND SENIOR EXECUTIVES A Code of Conduct as applicable to the Board of Directors and Senior Executives (Vice Presidents and above) has been approved. The said Code has also been displayed on the Company’s website www.authum.com. The Board Members and Senior Executives have affirmed their compliance with the Code and a declaration signed by the Chairman & Managing Director (CEO in terms of Regulation 27 of SEBI LODR) is given below. It is hereby declared that the Company has obtained from all the Board Members and Senior Executives an affirmation that they have complied with the Code of Conduct for the financial year 2016-2017. BOARD OF DIRECTORS The Company’s Board consists of Two Non-Executive Directors and One Executive Director as on 31.03.2017. The Chairman of the Board is an Executive Director. Name and category of each director is given below


48

Name of Directors

Category of Director

Board Meetings attended during 2016-2017

No. of Directorshipsof other Indian companies as on 31st March, 2017

Membership of mandatory Board Committees of othercompanies as on 31st March, 2017

No. of OrdinaryShares held as on 31st March, 2017

Chairman Member Navin Kumar Jain

Managing Director

5 2 None None None

Tapan Sodani Independent Director

5 None None None None

Barkha Agarwal Independent Director

5 5 None None None

* Excludes Directorships in foreign companies and companies incorporated under Section 8 of the Companies Act 2013. During the financial year 2016-2017 under review, the Board of Directors met 5 times on the following dates: 30th May 2016, 10th August 2016, 10th November 2016, 7th February 2017 and 28th February 2017. AUDIT COMMITTEE

The Company has an Audit Committee consisting of the following Directors:

Name Designation Category Mr. Tapan Sodani Chairman Non-Executive, Independent Mrs. Barkha Agarwal Member Non-Executive, Independent Mr. Navin Kumar Jain Member Executive, Managing Director Four audit committee meetings were held during the year 2016-2017:19th May 2016, 10th August 2016, 10th November 2016 and 07th February 2017. The Company Secretary Acts as the Secretary to the Audit Committee. The terms of reference of the audit committee includes the following: a. Oversight of the company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible; b. Recommendation for appointment, remuneration and terms of appointment of auditors of the

company; c. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors; d. Reviewing, with the management, the annual financial statements and auditor's report thereon

before submission to the board for approval, with particular reference to: e. Matters required to be included in the Director’s Responsibility Statement to be included in

the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

f. Changes, if any, in accounting policies and practices and reasons for the same g. Major accounting entries involving estimates based on the exercise of judgment by

Management


49

h. Significant adjustments made in the financial statements arising out of audit findings i. Compliance with listing and other legal requirements relating to financial statements j. Disclosure of any related party transactions k. Qualifications in the draft audit report l. Reviewing, with the management, the quarterly financial statements before submission to the

board for approval; m. Reviewing, with the management, the statement of uses / application of funds raised through

an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

n. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

o. Approval or any subsequent modification of transactions of the company with related parties; p. Scrutiny of inter-corporate loans and investments; q. Valuation of undertakings or assets of the company, wherever it is necessary; r. Evaluation of internal financial controls and risk management systems; s. Reviewing, with the management, performance of statutory and internal auditors, adequacy of

the internal control systems; t. Reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

u. Discussion with internal auditors of any significant findings and follow up there on; v. Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

w. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

x. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

y. To review the functioning of the Whistle Blower mechanism; z. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate

NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee evaluates the composition and organization of the Board and its Committees in light of requirements established by any regulatory body or any other applicable statute, rule and regulation which the Committee deems relevant, make recommendations to the Board of Directors in respect to the appointment, re-appointment and resignation of Independent, Executive and Non-Executive Directors and Key Managerial personnel of the Company, ensure ‘fit and proper’ status of the existing/proposed Directors and KMPs of the Company in accordance with RBI Circular on Corporate Governance, issued from time to time, and other matters specified for Nomination and Remuneration Committee in Section 178 of the Companies Act, 2013, Companies (Meetings of Board and its Powers) Rules, 2014 and under the Listing Agreement with the Stock Exchanges. The Committee comprises Mr. Tapan Sodani – Independent & Non-Executive Director, Mrs. Barkha Agarwal - Independent & Non Executive Director & Mr. Navin Kumar Jain – Executive Director. Mrs. Barkha Agarwal & Mr. Navin Kumar Jain act a Member whereas Mr. Tapan Sodani


50

acts a Chairman of the Nomination and Remuneration Committee and Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee. Meetings of the Nomination and Remuneration Committee of the Company: Two committee meetings were held during the year on 30th May 2016 and 28th February 2017. The Nomination and Remuneration Committee at its said meetings discussed and approved various matters. The Nomination and Remuneration Committee is primarily responsible to: i) Identify potential candidate to become Board Member. ii) Recommending nominee for various committees of the Board iii) Ensuring that appropriate procedures are in place to assess Board’s effectiveness. iv) Developing an annual evaluation process of the Board and its committee v) Formulation of criteria for evaluation of Independent Directors and the Board. vi) Any other matter referred to the Nomination and Remuneration Committee by the Board of Directors of the Company. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with Section 178 of Companies Act, 2013 and Listing Agreement, the ‘Shareholder Grievance Committee’ was renamed as “Stakeholders’ Relationship Committee”. The Stakeholders’ Relationship Committee oversees and reviews Redressal of shareholder and investor grievances, recording dematerialization &rematerialisation of shares, deal with matters relating to Authum Code of Conduct for Prohibition of Insider Trading framed in line with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and related matters. The Committee comprises Mr. Tapan Sodani – Independent & Non-Executive Director, Mrs. Barkha Agarwal - Independent & Non Executive Director & Mr. Navin Kumar Jain – Executive Director. Mrs. Barkha Agarwal & Mr. Navin Kumar Jain act as a Member whereas Mr. Tapan Sodani acts a Chairman of the Stakeholders Relationship Committee. Company Secretary of the Company acts as the Secretary to the Stakeholders Grievance Committee and is assigned with the responsibilities of overseeing investor grievances. DETAILS OF GENERAL BODY MEETING

1. Location and Time where last three AGMs were held

Year Location Date Time 2015-16 7, Mangoe Lane, 2nd Floor,

Room No. 212, Kolkata-70000130.09.2016 11.30A.M.

2014-2015 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata-700001

30.09.2015 11.30 A.M.

2013-2014 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata-700001

29.09.2014 11.30 A.M.

2. No special resolution was put through Postal Ballot at the last AGM or during the year

under review.

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTY, STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGE OR SEBI OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS


51

During the last 3 (Three) years, there were no strictures or penalties imposed by either Stock Exchanges or Securities and Exchange Board of India (SEBI)or any statutory authority for non-compliance of any matter related to the capital markets. INSIDER TRADING CODE: In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992, the Board of Directors of the Company have formulated new ‘Authum Code of Conduct for Prohibition of Insider Trading’ (Authum Insider Code) in the shares and securities of the Company by its Directors and Designated Employees in compliance with SEBI (Prohibition of Insider Trading)Regulations, 2015. The said Code is available on the Company’s website www.authum.com. Company Secretary is the Compliance Officer for monitoring adherence to the Regulations for the preservation of price sensitive information, pre-clearance of trades and implementation of the Authum Code of Conduct for Prohibition of Insider Trading. INDEPENDENT DIRECTORS MEETING In terms of Section 149 of the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors held on February28th, 2017 without the presence of the Managing Director, or any management team. The meeting was attended by all the Independent Directors and enabled them to discuss various matters pertaining to the Company’s affairs and thereafter put forth their combined views to the Board. The Meeting was held to discuss:

a) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors; and

c) Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the Meeting. WHISTLE BLOWER POLICY (VIGIL MECHANISM) The Company has formulated a codified Whistle Blower Policy in order to encourage Directors and employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said Policy is available on the Company’s website-www.authum.com . The Company affirms that none of the employees have been denied access to the Audit Committee. Quarterly report with number of complaints received, if any, under the Whistle Blower Policy and their outcome is placed before the Audit Committee of the Company at quarterly intervals. MEANS OF COMMUNICATION

The quarterly financial results of the Company are normally published in the The Echo of India and Arthik Lipi.


52

The quarterly financial results and half-yearly financial results of the Company are not sent to each shareholder. However, the company ensures that its financial results are sent to the concerned Stock Exchange immediately after the same have been considered and taken on record by the Board of Directors. The Management Discussion and Analysis Report is a part of the Annual Report of the Company for the year under review.


53

GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting

Date and Time Monday, 25th September 2017 at 11.30 A.M

2. Venue 7, Mangoe Lane, 2nd Floor, Room No. 212, Kolkata-700001 3. Financial Calendar

Financial Reporting for 2017-( Un-audited )

1. Results for the first quarter ending 30th June 2017( Un-audited )

2. Results for the second quarter ending 30th Sep 2017( Un-audited )

3. Results for the third quarter ending 31st Dec 2017( Un-audited)

4. Results for the fourth quarter ending 31st March 2018( Audited)

within 45 days of the end of quarter within 45 days of the end of quarter

within 45 days of the end of quarter within 60 days of the end of year

4. Financial Calendar for Annual General Meeting

September, 2018

5. Book Closure Date Wednesday, 19th September 2017 to Monday 25th September 2017 (both days inclusive) for Annual General Meeting.

6. Listing on Stock Exchanges

The Equity shares of the Company are presently listed on following stock exchanges:

i.) The Calcutta Stock Exchange Limited 7, Lyons Range. Kolkata- 700001

ii) BSE Limited P.J. Towers Dalal Street

Mumbai- 400001 7. Script Code and ISIN

Number Script Code at The Calcutta Stock Exchange Limited : 11262 BSE Limited : 53917

ISIN Number of the Script: : INE206F01014 8. Listing Fees and

Custodian Fees Annual Listing Fees for 2016-2017 have been paid to The Calcutta Stock Exchange Limited and BSE Limited.

Annual Custodial Fees for the year 2016-2017 will be paid by the Company to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on receipt of the invoices.

9. Registrar & Share Transfer Agent

Maheshwari Datamatics (P) Ltd. 6, Mangoe Lane, 2nd Floor Kolkata-700 001 (West Bengal)

10. Registered Office Address 7, Mangoe Lane, 2nd Floor, Room No.212, Kolkata-700001 Phone No. 033-40068296 Web Address: www.authum.com Email ID: [email protected]

11. Financial Year of the Company

1st April to 31st March

12. Corporate Identification Number (CIN):

L51109WB1982PLC035088


54

13. Market Price Data

Shares of the Company are listed on The Calcutta Stock Exchange Limited and Bombay Stock Exchange Limited (BSE). There is no trading during the entire year 2016-2017 on Calcutta Stock Exchange and very thinly traded on BSE, however data is provided as below.

MARKET PRICE DATA

Details of monthly open, high, low and close prices and volume of shares traded on BSE are given below:

Month Open (Rs.) High (Rs.) Low (Rs.)

Close (Rs.)

No. of shares Traded during the month

Apr-16 26.75 26.75 20 21 6646 May-16 20.25 21.05 16.75 21 37791 Jun- 16 22 23 22 23 101 Jul-17 24.1 31.25 24.1 31.25 802 Aug-16 31.25 40.55 31.25 40.5 598 Sep-16 38.5 40.3 38.3 38.3 29 Oct-16 36.4 43.25 32.75 41.3 4289 Nov-16 39.25 43.9 39.25 39.7 64 Dec-16 37.75 37.75 35.9 35.9 6 Jan-17 34.15 35.9 29.35 29.35 141 Feb-17 30.8 34.5 30.4 30.4 15283 Mar-17 30 31.55 23.2 23.2 16576

Source: www.bseindia.com

14. Share Transfer In respect of shares held in dematerialized mode, the transfer takes place instantaneously between the transferor, transferee and the Depository Participant through electronic debit / credit of the accounts involved. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance pertaining to share transfer formalities as required under Regulation 40(9) & (10) of the SEBI LODR, 2015 with Stock Exchanges and files a copy of the certificate with the Stock Exchanges.

15. Dematerialisation of Shares

As on 31st March, 2017, 11,528,090 shares aggregating to Rs. 115,280,900/- of the fully paid up share capital are held in dematerialized mode. Based on a SEBI directive, the Equity shares of the Company are permitted to be traded only in dematerialised form and are available for demat under both the Depositories in India - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2017, 100% shares of the Company are in demat mode. The bifurcation of shares held in DPs as on March 31, 2017 is given below –

Name of DP

No. of Share Holders

No. of Shares % age of Shares

NSDL 199 6295207 54.607 CDSL 460 5232883 45.393 TOTAL 659 11528090 100.00

16. GDRs/ADRs/Warrants or any convertible

No GDRs/ADRs/Warrants or any convertible investments have been issued by the Company.


55

investments 17. Address for Shareholder

Correspondence All correspondence regarding share transfers, dematerialization of share certificates and other related matters should be addressed to M/s. Maheshwari Datamatics (P) Ltd. 6, Mangoe Lane, 2nd Floor Kolkata-700 001 (West Bengal) Members are requested to quote their folio number/DP Id & Client Id in all their correspondence with the Company & the Registrars.

18. Depositories i) National Securities Depository Limited Trade World, A Wing, 4th&5th Floor Kamala Mills Compound, Senapati Bapat Marg Lower Parel, Mumbai-400 013 Telephone No. 022-2499 4200 Email ID: [email protected] Web Site: www.nsdl.co.in ii) Central Depository Services (India ) Limited 17th Floor, Dalal street, Mumbai- 400001 Telephone No.: 022- 2272 3333 Email Id: [email protected] Website: www.cdslindia.com

19. Distribution of shareholding as on 31st March, 2017

Nominal Value of Equity Shares

No of Shareholders

No. of shares % of Total Capital

1 - 500 527 30007 0.2603 501 - 1000 28 20134 0.1747 1001 - 2000 12 17934 0.1556 2001 - 3000 4 11076 0.0961 3001 - 4000 1 3001 0.0260 4001 - 5000 1 4045 0.0351 5001 - 10000 2 17938 0.1556 10001 and above 84 11423955 99.0967 TOTAL 659 11528090 100.00

20. Category wise distribution of shareholding as on 31st March, 2017

Category No of Shareholder

Total No. Shares Held

% of Shareholding

1. Shareholding of Promoter and Promoter Group

A. Indian B. Foreign

Total Shareholding of Promoter and Promoter Group

0 0 0

2. Public Shareholding A. Institutions B. Non-Institutions

a. Bodies Corporate

25 6241630 54.1426


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b. Individual Holding i) Nominal Shares Capital up to Rs. 2 Lakh ii) Nominal Share Capital in excess of Rs. 2 Lakh c.Qualified Foreign Investor

574

261211 2.2659

56

5024915

43.5884

C. Any Other -

Clearing Member

4 334 0.00000

Total Public Shareholding

659 11528090 100.00

3. Shares Held By Custodians and against which Depository Receipts have been issued (Public)

0 0 0

Grand Total (A+B+C)

659

11528090 100.00

21. Audit qualifications

It is always the Company’s endeavor to present unqualified financial Statements. There is no audit qualification in the Company’s financial statements for the year ended on March 31, 2017

22. Reporting of Internal Auditor

The Internal Auditor may report directly to the Audit Committee. The Internal Auditor of the Company is a permanent invitee to the Audit Committee Meetings and also attends the Meetings for reporting their audit findings to the Audit Committee.

23. Redressal of Grievances The share transfer and shareholder related activities of the Company are attended and processed by the Registrar and Share Transfer Agents (RTA) of the Company. It is the responsibility of the RTA, inter alia, to register share transfers, co-ordinate with the depositories and to look after the Redressal of shareholders’ and Investors’ complaints. The complaints/queries received from Investors relating to transfer of shares, non receipt of annual reports, dividends, share certificates etc.

The Company has appointed Maheshwari Datamatics (P) Ltd. 6, Mangoe Lane, 2nd Floor Kolkata-700 001 (West Bengal), India as Registrar & Share Transfer Agent of the Company. Further, for any grievance member can mail it to: [email protected]

25. Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified practicing Company Secretary carries out an audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the concerned Stock Exchanges. The audit confirms that the


57

total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialization form (held with NSDL and CDSL) and total number of shares in physical form.

26. Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI)

The Institute of Company Secretaries of India (ICSI), one of the premier professional bodies in India, has issued Secretarial Standards on important aspects like Board Meetings, General Meetings, payment of dividend, maintenance of registers and records, minutes of meetings, transmission of shares and debentures, passing of resolution by circulation, affixing of common seal, forfeiture of shares and Board’s Report. Although these Standards are optional in nature, the Company substantially adhere to the Standards voluntarily.

27. Secretarial Audit The Company undertook the Secretarial Audit of records and documents in accordance with Section 204 of the Companies Act, 2013 and the Rules made there under. The Secretarial Audit Report confirms that the Company has complied inter alia with all the applicable provisions of the Companies Act, 1956 (as applicable), Companies Act, 2013 and the Rules made there under, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of the Securities and Exchange Board of India (SEBI) as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the SEBI (Prohibition of Insider Trading) Regulations, 1992 and the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. The Secretarial Audit Report for the financial year ended March 31, 2017 is provided in the Annual Report.

28. Compliance Officer Mr. Vivek Mishra, Company Secretary ACS-25925 7, Mangoe Lane, 2nd Floor, Room No. 212 Kolkata- 700001 Telephone No.: 033- 4006 8296 Email ID: [email protected]

29. Role of Company Secretary in overall governance process

The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. He assists and advises the Board in ensuring good corporate governance as well as in complying with the corporate governance requirements. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision making at the meetings. The Company Secretary is primarily responsible to ensure compliance with applicable statutory requirements and in accordance under Section 205 of the Companies Act, 2013 reports to the Board regarding compliance with the provisions of the Companies Act, 2013, the rules made there under and other laws applicable to the Company. He is also the interface between the management and regulatory authorities for governance matters. All the Directors of the Company have access to the advice and services of the Company Secretary.


58

To, The Members of Authum Investment and Infrastructure Limited. 7, Mangoe Lane, 2nd Floor Room No. 212 Kolkata- 700001 I, Navin Kumar Jain, Managing Director, hereby declare that to the best of my knowledge and belief, all members of the Board of Directors and Senior Management Personnel have confirmed compliance with Company’s Code of Conduct for the year ended 31st March 2017. Thanking You, Yours truly Sd/- (Navin Kumar Jain) Managing Director DIN No.:00465888 Place: Kolkata Dated: 29th May, 2017


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Certification by the Director’s pursuant to SEBI (LODR) Regulation, 2015 Listing Agreement regarding financial Statements To The Board of Directors Authum Investment & Infrastructure Limited 7, Mangoe Lane, 2nd Floor Room No. 212 Kolkata- 700001. We have reviewed the financial statements, read with the cash flow statement of Authum Investment and Infrastructure Limited for the year ended 31st March 2017, and to the best of our knowledge and belief, we state that; a) (i) These statements do not contain any materially untrue statement nor do they omit any material fact or contain statements that may be misleading. (ii) These statements present the true and fair view of the company's affairs and are in compliance with current Accounting standards, applicable laws and regulations. b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the company's Code of Conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company and have disclosed to the auditors and audit committee deficiencies in the design or operation of internal control, if any, and steps taken or proposed to be taken for rectifying these deficiencies. d) We have indicated to the auditors and audit committee: (i) Significant changes, if any in accounting policies made during the year and that the same have been disclosed suitably in the notes to the financial statements; and (ii) There are no instances of fraud involving the management or an employee. (iii) Significant Changes, if any in the internal controls over financial reporting during the year; Sd/- (Navin Kumar Jain) Managing Director DIN No.:00465888 Place: Kolkata Dated: 29th May, 2017


60

Auditor's Certificate on Compliance of conditions of Corporate Governance as per Regulation 27 of SEBI (LODR), 2015 with the Stock Exchange.

TO THE MEMBERS OF AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED We have examined the compliance of conditions of Corporate Governance by M/s. Authum Investment & Infrastructure Limited for the year ended on 31st March, 2017 as stipulated in Regulation 27 of the SEBI (LODR) Regulation, 2015 Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said regulation. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (LODR), 2015 We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Sanghai & Co. Chartered Accountants

Firm Reg. No. 319079E

Kamlesh Kumar Agarwal Partner

Membership No. 067461 Place: Kolkata Date: 29th May, 2017


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INDEPENDENT AUDITOR’S REPORT TO, THE MEMBERS OF AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED Report on the Financial Statements We have audited the accompanying financial statements of Authum Investment & Infrastructure Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of


62

the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure – “A”, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet and the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.


63

iv. The Company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company.

For SANGHAI & CO Chartered Accountants Firm Reg. No: 319079E


Place: Kolkata Membership No: 067461 Date: 29th May, 2017


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Annexure – A to the Independent Auditors’ Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended 31st March 2017, we report that:

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not hold any immovable property.

2. The inventories of Shares being held in electronic mode. Accordingly, paragraph 3(ii) of the Order is not applicable.

3. The Company has granted loans to one body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (‘the act’) (a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company. (b) The terms of arrangements do not stipulate any repayment schedule and the loans (including interest) are repayable on demand. (c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 to the extent applicable to it.

5. The Company has not accepted any deposits from the public.

6. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

7. a) According to the information and explanations given to us and on the basis of our examination of the books and records of the Company, the Company is regular in depositing undisputed statutory dues (including income tax, other statutory dues applicable to it) with appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, and other statutory dues in arrears were outstanding as at 31st March, 2017 for a period of more than six months from the date they became payable.


65

b) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

8. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, banks, government or debenture holder.

9. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

10. According to the information and explanations given to us, no material fraud by the

Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination

of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of

the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination

of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.


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16. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is Non-Banking Finance Company and it is registered under section 45-IA of the Reserve Bank of India Act, 1934.





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Annexure - B to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Authum Investment & Infrastructure Limited (“the Company”) as of 31st March 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A


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Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




As At As AtNote No. March 31, 2017 March 31, 2016

Amount (Rs) Amount (Rs)

I. Equity and Liability(A) Shareholders' Fund Share Capital 1 115,280,900 115,280,900 Reserves & Surplus 2 520,969,019 437,458,164

(B) Non-Current Liabilities Deferred Tax Liabilities - 304

(C) Current Liabilities Short-Term Borrowings 3 21,668,138 144,728,562 Trade Payables 99,363,255 138,992,656 Other Current Liabilities 4 665,922 553,962 Short-Term Provisions 5 30,870,722 3,006,389

TOTAL 788,817,956 840,020,937

II. Assets(A) Non-Current Assets Fixed Assets - Tangible Assets 6 6,944 15,850 Non-Current Investments 7 139,721,696 12,126,752

(B) Current Assets Inventories 8 461,249,654 508,277,609

AUTHUM INVESTMENT & INFRASTRUCTURE LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2017

Particulars

, , , , Cash and Cash Equivalents 9 7,642,682 488,374 Short-Term Loans and Advances 10 180,196,980 319,112,352

TOTAL 788,817,956 840,020,937

(0) 0 Significant Accounting Policies andNotes to Financial Statements 14

In term of our report of even date annexed herewith

For SANGHAI & COChartered AccountantsFirm Reg No: 319079E

Navin Kumar JainKamlesh Kumar Agarwal Managing DirectorPartner DIN: 00465888Membership No: 067461

Barkha AgarwalDirector

Place: Kolkata DIN: 05190461Date: May 29, 2017

69

Vivek MishraCompany Secretary

For and on behalf of the Board

Year ended Year endedNote No. March 31, 2017 March 31, 2016

Amount (Rs) Amount (Rs)

RevenueRevenue from Operations:Sale of Shares & Securities 2,143,710,421 3,088,785,948 Interest Income 27,223,684 25,435,834 Profit on Derivatives Trading 67,995,957 53,934,617 Profit/(Loss) on Speculation in Shares & Securities (24,374,967) (2,660,399) Profit on Sale of Investments - 2,260,000 Other Income:Dividend 2,499,318 2,322,473 Interest on Income Tax Refund 104,133 167,215

Total Revenue 2,217,158,546 3,170,245,688

ExpensesPurchase of Shares & Securities 2,013,865,482 3,215,392,517 Changes in inventories of Shares & Securities 47,027,955 (85,599,706) Employee Benefits Expenses 11 1,656,211 1,059,691 Finance Cost 12 8,638,885 12,824,206 Depreciation 8,906 21,500 Other Expenses 13 11,205,753 11,757,930 Contingent Provisions against Standard Assets (361,383) 61,332

Total Expenses 2,082,041,809 3,155,517,470

Particulars

AUTHUM INVESTMENT & INFRASTRUCTURE LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2017

Profit before Tax 135,116,737 14,728,218 Less:Current Tax 49,992,725 2,543,134 Income Tax for Earlier Years 1,613,461 421,655 Deferred Tax (304) 248 Profit after Tax 83,510,855 11,763,181

Earning Per Share - Basic 7.24 1.02 Earning Per Share - Diluted 7.24 1.02

Significant Accounting Policies andNotes to Financial Statements 14






Vivek Mishra


70


Year ended Year endedMarch 31, 2017 March 31, 2016Amount (Rs) Amount (Rs)

(A) Cash flow from Operating Activities:

Net Profit before taxation, and extraordinary items 135,116,737 14,728,218 Adjustments for:Depreciation 8,906 21,500 Loss/(Profit) on Sale of Investments - (2,260,000) Contingent Provisions against Standard Assets (361,383) 61,332 Operating Profit before Working Capital Changes 134,764,260 12,551,050 Decrease (Increase) in Inventories 47,027,955 (85,599,706) Decrease (Increase) in Short-Term Loans and Advances 126,880,092 (70,534,296) Increase (Decrease) in Trade Payables (39,629,402) 11,535,214 Increase (Decrease) in Other Current Liabilities 111,960 (21,022) Cash Generated from Operations 269,154,866 (132,068,760) Taxes Paid (11,345,190) (653,448) Net Cash from Operating Activities 257,809,676 (132,722,208)

(B) Cash flow from Investing Activities:

(Purchases) / Sales of Fixed Assets - (35,600) (Purchases) / Sales of Investments (Net) (127,594,944) 24,860,000 Net Cash used in Investing Activities (127,594,944) 24,824,400

(C) Cash flow from Financing Activities:

Proceeds/(Repayment) of Short-Term Borrowings (net) (123,060,424) 107,676,706

Net Cash (used in) / from Financing Activities (123,060,424) 107,676,706

Net (Decrease) / Increase in Cash and Cash Equivalents 7,154,308 (221,102)

Opening Balance of Cash and Cash Equivalents 488,374 709,476

Closing Balance of Cash and Cash Equivalents 7,642,682 488,374






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AUTHUM INVESTMENT & INFRASTRUCTURE LIMITEDCASH FLOW STATEMENT FOR THE YEAR 2016-2017

PARTICULARS

Quantity Amount Quantity Amount(Nos.) Rs. (Nos.) Rs.

1 SHARE CAPITAL(a) Authorised Share Capital

Equity Shares of Rs. 10/- each 12,000,000 120,000,000 12,000,000 120,000,000 12,000,000 120,000,000 12,000,000 120,000,000

(b)

Equity Shares of Rs. 10/- each 11,528,090 115,280,900 11,528,090 115,280,900 11,528,090 115,280,900 11,528,090 115,280,900

Of the above:

(c)


Balance at the beginning of the year 11,528,090 115,280,900 11,528,090 115,280,900

- - - - Balance at the end of the year 11,528,090 115,280,900 11,528,090 115,280,900

Allotment of Bonus Equity Shares during the year

AUTHUM INVESTMENT & INFRASTRUCTURE LIMITEDNotes to financial statements for the year ended March 31, 2017

As at 31.03.2017 As at 31.03.2016

82,34,350 Equity Shares of Rs.10/- each allotted as bonus shares in the F.Y. 2012-13 by capitalization of credit balance inStatement of Profit & Loss.

NoteNo.

Particulars

Issued, Subscribed & Fully Paid-up Capital

Reconciliation of Equity shares outstanding at the beginning andat the end of the reporting year

As at 31.03.2017 As at 31.03.2016

(d)

(i) Khazana Tradelinks Pvt. Ltd. 1,385,000 12.01 1,385,000 12.01 (ii) Pagaria Holding Pvt. Ltd. 903,200 7.83 903,220 7.83

2,288,200 19.85 2,288,220 19.85

(e) Terms / rights attached to Equity Shares

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The Company has only one class of equity shares having par value of Rs 10/- per share. All these shares have the same rightwith respect to payment of dividend, repayment of capital and voting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of theCompany, after distribution of all the preferential amounts. The distribution will be in proportion to the number of equityshare held by the shareholders.

Shareholders holding more than 5% ofEquity Share capital (Either indiviually orin joint holding as first holder) As at 31.03.2017

(Nos.) (%)

As at 31.03.2016

(Nos.) (%)

As at As atMarch 31, 2017 March 31, 2016

Rs. Rs.

2 RESERVES AND SURPLUS(a) Amalgamation Reserve

Balance as per last account 105,563,298 105,563,298 Addition during the year - -

(a) 105,563,298 105,563,298 (b)

Balance as per last account 104,110,781 101,758,145 Addition during the year 16,702,171 2,352,636

(b) 120,812,952 104,110,781

(c) Surplus in Statement of Profit & Loss Balance as per last account 227,784,085 218,373,540 Add: Transfer from Statement of Profit & Loss 83,510,855 11,763,181 Less: Transfer to Statutory Reserve Fund 16,702,171 2,352,636

(c) 294,592,769 227,784,085

520,969,019 437,458,164

3 SHORT TERM BORROWINGS(Loan repayable on demand, Secured)From other parties 21,668,138 143,728,303

(Loan repayable on demand, Unsecured) From other parties - 1,000,259

21,668,138 144,728,562

4 OTHER CURRENT LIABILITIESTDS Payable 508,962 264,759 Other Payables 156,960 289,203

665,922 553,962

5 SHORT TERM PROVISIONSProvision for Income Tax 30,768,850 2,543,134 Proposed Dividend 101,575 101,575 Contingent Provision Against Standard Asset 297 361,680

30,870,722 3,006,389

73

Statutory Reserve Fund(In terms of Section 45-IC of the RBI Act, 1934)

AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED

Total (a to c)

NoteNo.

Particulars

Notes to financial statements for the year ended March 31, 2017

Description

Particulars As at 1.4.2016 Addition during

the year Sold during

the year TOTAL

Upto 31.03.2016

Depreciationfor the year

Sale/Adjustment during the

year

TOTAL As at 31.03.2017 As at 31.03.2016

Computer 70,600 - - 70,600 54,750 8,906 - 63,656 6,944 15,850 TOTAL 70,600 - - 70,600 54,750 8,906 - 63,656 6,944 15,850

Previous Year 35,000 35,600 - 70,600 33,250 21,500 - 54,750 15,850 -

74

Gross Block Depreciation Net Block


FIXED ASSETS

NOTE NO - 6

(Amount in Rs.)


7 NON-CURRENT INVESTMENTS Long Term - At Cost - Non-Trade

(A) Investment in Equity SharesUnquotedBizos Software Pvt Ltd 100 30,000 3,000,000 30,000 3,000,000 Flowers Valley Pvt Ltd 10 450,000 74,250,000 - - Frontpoint Sytems Limited 10 208,000 2,080,000 208,000 2,080,000 Redtech Network India Pvt. Ltd. 10 96,000 5,760,000 96,000 5,760,000 Trusted Aerospace Engineering Pvt. Ltd. 10 804,220 1,286,752 804,220 1,286,752

(B) Investment in Venture Capital FundUnquotedSubhkam Growth Fund-I 1,403,445 53,344,944 - -

2,991,665 139,721,696 1,138,220 12,126,752

Aggregate amount of unquoted investments 139,721,696 12,126,752

75


Face Value (Rs.)

As at March 31, 2017 As at March 31, 2016Particulars

NoteNo.

As at As atMarch 31, 2017 March 31, 2016

Rs. Rs.

8 INVENTORIES(As taken valued and certified by the Management) 461,249,654 508,277,609 (Cost or net realisable value which ever is lower)Closing Stock of Shares & Securities

461,249,654 508,277,609

9 CASH AND CASH EQUIVALENTSBalances with Banks 7,626,031 306,512 Cash on Hand (as certified by the management) 16,651 181,862

7,642,682 488,374

10 SHORT-TERM LOANS AND ADVANCES(Unsecured, Considered Good)Loan & Advance to Others - 144,584,349 Loans to Employees 118,631 87,631 Other Advances 3,500 3,500 Equity Stock Option Premium Account 1,254,240 - Margin Deposit for Futures & Options 137,331,862 120,912,845 Taxes Paid 18,269,678 6,924,488 MAT Credit Entitlement 23,159,069 46,539,539 Security Deposit (Office Rent) 60,000 60,000

180,196,980 319,112,352

76


Particulars Note No.

Year Ended Year EndedMarch 31, 2017 March 31, 2016

Rs. Rs.

11 EMPLOYEE BENEFITS EXPENSESSalaries & Bonus 1,582,586 1,001,967 Staff Welfare Expenses 73,625 57,724

1,656,211 1,059,691

12 FINANCE COSTInterest Paid on Loan Taken 8,638,885 12,824,206

8,638,885 12,824,206

13 OTHER EXPENSESAdvertisement Expenses 12,477 17,055 Auditors Remuneration:

For Audit Fees 82,298 80,150 For Tax Audit 16,100 16,030 For Income Tax Matter 51,750 -

Bank Charges 6,422 7,435 Conveyance Expenses 9,780 48,659 Demat Account Charges 48,603 2,268 Director Sitting Fees 37,500 55,000 Depository Charges 103,050 103,050 Electricity Charges 9,630 14,330 Filing Fees 13,186 7,200 Miscellaneous Expenses 96,073 95,983 Postage & Stamp 29,908 49,951 Printing & Stationery 54,390 37,521 Professional & Consultancy Charges 224,077 720,902 Professional Tax 2,500 2,500 Prior Period Expenses - 3,700 Rent Paid 252,000 249,000 Repair & Maintenance 10,050 10,750 Securities Transaction Tax 9,655,931 9,878,275 Stamp Duty on Shares (Investments) 185,625 - Stock Exchange Listing Fees 269,075 290,126 Service Tax 5,628 7,839 Telephone and Internet Broadband Expense 18,309 28,463 Trade Licence 1,850 3,700 Travelling Expenses 9,541 28,043

11,205,753 11,757,930

77

AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED Notes to financial statements for the year ended March 31, 2017

ParticularsNoteNo.


NOTES NO - 14 SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Preparation of Financial Statements

The financial Statements have been prepared to comply with the generally accepted accounting principles in India, including the Accounting Standard notified under the relevant provision of the Companies Act, 2013. The financial statements are prepared on accrual basis under the historical cost convention.

2. Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known /materialized.

3. Fixed Assets

Fixed assets are stated at cost. All cost attributable to bring the fixed assets to a working condition is capitalized.

4. Depreciation

Depreciation on fixed assets is provided on Written down Value method in accordance with the Schedule II to the Companies Act, 2013.

5. Impairment of Assets

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged for when asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

6. Investments

Investments that are intended to be held for more than a year from the date of acquisitions are classified as Long Term Investments and are carried at cost, Provision for diminution in value of long term investments is made only if, such a decline is other than temporary in nature in opinion of management. Current Investments are stated at cost or fair market value whichever is lower.

7. Inventories

Inventory consists of shares and securities purchased for trading purposes. These are valued at lower of cost and net realizable value. Cost is computed on FIFO basis.

78


8. Revenue Recognition

Interest income is accounted on accrual basis. Dividend income is recognised on receipt basis. Realised gains and losses in respect of shares & securities and units of mutual funds are calculated as the difference between the net sales proceeds and their cost. Transaction in respect of dealing in share and securities are recognised on trade dates.

9. Equity Index / Stock Futures

i) Margin Deposits representing margin paid for entering into a contract for equity index/stock futures which are released on final settlement/squaring up of the underlying contract, are disclosed under Loans and advances.

ii) Equity index/stock futures are marked to market on a daily basis and any favorable or unfavorable difference is recognized in the statement of profit & loss on daily basis.

10. Equity Index / Stock Options

i) Margin deposits representing margin paid for selling of contract for equity index

/stock options which are released on final settlement/squaring up of the underlying contracts are disclosed under Loans and Advances.

ii) Premium paid or received on buying or selling of call or put option (as the case may be) is recognized in the statement of profit & loss as and when call or put option bought or sold.

iii) On expiry of the contracts and/or exercise of option,

(a) In case of Call Option – Buy or Sell, if the final settlement remains above the

strike price, then, difference between the settlement price and strike price (debit in case of Call Sell and Credit in case of Call Buy) is recognized in the statement of profit & loss.

(b) In case of Put Option – Buy or Sell, if the final settlement remains below the

strike price, then, difference between the settlement price and strike price (debit in case of Put- Sell and Credit in case of Put - Buy) is recognized in the statement of profit & loss.

79


11. Provision for Current and Deferred Tax

Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961. Deferred tax resulting from “timing difference” between taxable and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable /virtual certainty that the asset will be realized in future.

12. Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimate in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

13. Employee Benefits

Short-term employee benefits are charged off in the year in which the related service is rendered.

14. Foreign Currency Transaction

i) Transactions in foreign exchange are accounted at the exchange rates prevailing on the date of the transaction.

ii) Changes in the fair value of derivative instruments that do not qualify for hedge accounting are recognized in the Profit & Loss account as they arise.

15. Events occurring after the Balance Sheet Date

Assets and liabilities are adjusted for events occurring after the balance sheet date that provide additional evidence to assist the estimation of amounts relating to conditions existing at the balance sheet date.

16. Borrowing Costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such as asset. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue.

80


NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2017

1. Public Deposits

The Company has not accepted any public deposit during the year.

2. Related Party Disclosure

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below: Related parties with whom the company had transactions during the year.

(i) Key Management Personnel (KMPs) Mr. Navin Kumar Jain

ii) Relatives of KMPs

Mrs. Arti R. Kathotia

iii) Enterprise over which KMPs or their relatives is able to exercise significant influence

Enterprises over which relatives of KMPs able to exercise significant influence.

Subhkam Properties LLP

Transactions with related parties:-

Particulars

As At March 31, 2017

Rs.


Rs.

Subhkam Properties LLP Loan Given Loan Received Back Interest Received Purchase of Units (Venture Capital Fund) Navin Kumar Jain Salary & Allowance

35,000,000 189,682,853 11,220,560

53,330,910

600,000

137,000,000 Nil

8,427,055

Nil

250,000

Balance outstanding at the year end:-

Particulars As At

March 31, 2017 Rs.


Rs. Subhkam Properties LLP Nil 144,584,349

81


3. Earnings per Share

(Amount in Rs.) Particulars 2016-2017 2015-2016 Profit after Tax 83,510,855/- 11,763,181/- Number of Equity Shares Outstanding (Weighted) 11,528,090 11,528,090 Nominal Value of Equity Shares – Rs. 10/- 10/- Basic Earning per share 7.24 1.02

4. Remuneration to Auditors: 2016-2017 2015-2016 For Statutory Audit 82,298 /- 80,150/- For Tax Audit 16,100/- 16,030/- For Other Matters 51,750/- Nil

5. Quantitative information in respect of goods traded in the year are as under –

Particulars

Shares & Securities Current year Previous year

Qty. Amount (Rs.) Qty. Amount (Rs.) Opening Stock 6,611,567 508,277,609 10,153,763 422,677,903 Purchases 17,714,907 2,013,865,482 32,947,594 3,215,392,517 Sales 19,402,471 2,143,710,421 36,489,790 3,088,785,948 Closing Stock 4,924,003 461,249,654 6,611,567 508,277,609

6. Segment Reporting The Company deals in only one segment and in one geographical location only hence the detailed segment reporting as per Accounting Standard 17 notified by the Companies (Accounting Standard) Rules, 2006 is not required.

7. Deferred Tax Liabilities/ (Assets) (Amount in Rs.) Opening Charged (Credited) Closing Tax impact of difference between

carrying amount of fixed assets 304.00 (304.00) Nil as per books of account and as per Income tax.

8. No employee benefits in the form of Provident Fund, Superannuation and Gratuity etc. are

applicable to the Company. 9. The Company has not received any intimation from “Suppliers” regarding their status under

the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act has not been given.

10. As a matter of prudence, the Company has given effect to a RBI Circular

No.DNBS.PD.CC.No.207/ 03.02.002 / 2010-11 dated 17th January, 2011 and accordingly created Contingent Provision against Standard Assets in its Financial Statement.

82


11. Disclosure on Specified Bank Notes

During the year, the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification, G.S.R. 308(E), dated March 30, 2017. The details of SBNs held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination-wise SBNs and other notes as per the notification are as follows: (Amount in Rs.)

Particular SBNs Other

Denomination Notes

Total

Closing cash in hand as on 08.11.2016

9,500 2,13,217 2,22,717

(+) Permitted Receipts Nil 40,000 40,000 (-) Permitted Payments Nil 43,550 43,550 (-) Amount deposited in Banks 9,500 Nil 9,500 Closing cash in hand as on 30.12.2016

Nil 2,09,667 2,09,667

Note: For the purpose of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs Number S.O. 3407(E), dated November 8, 2016.

12. Figures for the previous year have been re-grouped and/or re-arranged wherever found necessary.

For SANGHAI & CO For and on behalf of board Chartered Accountants Firm Reg. No: 319079E

Navin Kumar Jain Managing Director

Kamlesh Kumar Agarwal DIN: 00465888 Partner Membership No: 067461 Barkha Agarwal Place: Kolkata Director Date: May 29, 2017 DIN: 05190461

Vivek Mishra Company Secretary

83

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